Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000; (iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Anaplan, Inc.), Investors’ Rights Agreement (Anaplan, Inc.), Investors’ Rights Agreement
Form S-3 Registration. In case the Company shall receive from the Holders holders of at least twenty thirty percent (2030%) of the then-outstanding Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than three million dollars ($3,000,000), or
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iiiiv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period;, or
(ivv) if the Company has, has within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 3 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Atreca, Inc.), Investor Rights Agreement (Atreca, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.42.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4section 2.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.4 and the Company shall include such information in the written notice referred to in Section 1.4(a2.4(a). The provisions of Section 1.2(b2.2(b) shall be applicable to such request (with the substitution of Section 1.4 2.4 for references to Section 1.22.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests for registration effected pursuant to Section 1.2Sections 2.2.
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Natera, Inc.), Investors’ Rights Agreement (Natera, Inc.)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, but not later than forty-five (45) days, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;; or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders, but not later than forty-five (45) days, and shall keep such Form S-3 registration statement effective and updated from the date such Form S-3 registration statement is declared effective until such time as the Registrable Securities included in such registration statement cease to be Registrable Securities.
(d) If the S-3 Initiating Holder or Holders of Registrable Securities requesting registration pursuant to this Section 2.4 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.4 and the Company shall include such information in the written notice referred to in Section 1.4(a2.4(a). The provisions In such event, the right of Section 1.2(b) any Holder to include its Registrable Securities in such registration shall be applicable to conditioned upon such request (with Holder's participation in such underwriting and the substitution inclusion of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holder and other securities so requested to be registered as soon as practicable after receipt the Holder, or a majority in interest of the request or requests Holders, of the S-3 Initiating Holders. Registrations effected Registrable Securities requesting registration pursuant to this Section 1.4 2.4) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall not enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holder, or a majority in interest of the Holders, of Registrable Securities requesting registration pursuant to this Section 2.4 (which underwriter or underwriters shall be counted as requests for reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated, first, to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Holder or Holders of Registrable Securities requesting registration effected pursuant to this Section 2.4) and second, to any stockholder of the Company (other than a Holder) on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(e) No registration requested pursuant to this Section 2.4 shall be deemed a "demand registration" pursuant to Section 1.22.2.
Appears in 3 contracts
Sources: Investor Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Investor Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Investor Rights Agreement (Psychiatric Solutions Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly Promptly, but in any event within five (5) business days, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, but in any event no later than forty-five (45) days following receipt of the written request requesting such registration, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
2.11: (i) if Form S-3 is not then available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
10,000,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously materially detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.11; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety day period (12) month period;
other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (iv) if the Company has, within the twelve three (123) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;
2.11; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or
or (vi) during the period starting with the date thirty ending one hundred eighty (30180) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following after the effective date of a Company-initiated registration statement subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2.2 hereof.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. All expenses incurred in connection with a registration requested pursuant to Section 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders, and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 2.11 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.1.
(d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.11 for references to Section 2.1).
Appears in 3 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Carbon Black, Inc.), Investor Rights Agreement (Carbon Black, Inc.)
Form S-3 Registration. In case If, at any time after the Registration Withdrawal Date, the Company shall receive from the one or more Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly : Within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effectand Cause, as soon as reasonably practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) twenty days after receipt of such written notice from the Company, provided, however, ; provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering;
(ii) if section 2.3: If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
(iii) if 1,000,000; If the Company shall furnish to all has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders requesting a registration statement pursuant to this Section 1.4 section 2.3 or section 2.4; If the Company furnishes to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, Holder or Holders under this section 2.3; provided that such right shall be exercised by the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve (12) month period;
(iv) if ; provided, further, that the Company has, within shall not register shares for its own account during such ninety day period unless the twelve (12) month period preceding Holder can exercise its right to request the date registration of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in Registrable Securities under section 2.2; or In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 3 contracts
Sources: Investors' Rights Agreement (Westcliff Capital Management LLC/Ca), Investors' Rights Agreement (Westcliff Capital Management LLC/Ca), Investors' Rights Agreement (Westcliff Capital Management LLC/Ca)
Form S-3 Registration. In case If at any time following the commencement of the Shelf Registration Period, the Company shall receive from the Holders of at least twenty percent (20%) holding not less than a majority of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as reasonably practicable, effect such registration (a “S-3 Registration”) and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
5.2, (i) if Form S-3 is not available to the Company for such offering;
, (ii) if the Holders, together with aggregate proceeds from the holders sale of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price proposed to the public (net of any underwriters’ discounts or commissions) of less than be sold pursuant to a Form S-3 registration statement will not exceed $3,000,000;
10,000,000, (iii) if, the Company has effected two S-3 Registrations pursuant to this Section 5.2, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been effective for an aggregate of ninety (90) calendar days, or until all Registrable Securities covered thereby have been sold, if earlier), or (iv) if the Holders propose to dispose of Registrable Securities that could be disposed of in a single ordinary brokerage transaction under the quantity limitation of Rule 144.
(c) Notwithstanding the foregoing, if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 5.2, a certificate signed by the Company’s President or Chief Executive Officer or Chairman of the Board of Directors Company stating that in the Board’s good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such a registration statement to be effected at such timefiled in the near future, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once Holders specified in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration5.2; provided, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 abovehowever, provided that the Company is actively employing may not utilize this right more than twice in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holdersany twelve-month period. Registrations effected pursuant to this Section 1.4 5.2 shall not be counted as requests demands for registration effected pursuant to Section 1.25.1, and in no event shall the Company be required to effect more than two (2) S-3 Registrations.
Appears in 3 contracts
Sources: Stockholders Agreement (Warburg Pincus Private Equity Viii L P), Stockholders Agreement (Warburg Pincus Private Equity Viii L P), Stockholders Agreement (Nuance Communications, Inc.)
Form S-3 Registration. In case If at any time, and from time to time, that the Company shall be eligible to effect a registration and offering pursuant to Form S-3 under the Securities Act or any successor form ("Form S-3"), the Company shall receive from one or more of the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
: (i1) if Form S-3 is not available for such offering;
offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an a gross aggregate price to the public (net of any underwriters’ discounts or commissions) of less than two million dollars ($3,000,000;
2,000,000); (iii3) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once twice in any twelve (12) month period;
, and the Company shall not utilize this right (ivor the similar right to defer in Section 1.2(c)) for two consecutive one hundred twenty (120) day periods; (4) if the Company has, within the twelve (12) month period preceding the date of such request, already previously effected a registration on Form S-3 pursuant to this Section 1.4;
; or (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.3, respectively.
Appears in 3 contracts
Sources: Series D Preferred Stock Purchase Agreement (Niku Corp), Series C Preferred Stock Purchase Agreement (Niku Corp), Investor Rights Agreement (Niku Corp)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty fifteen percent (2015%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyDirectors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety forty-five (9045) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once twice in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such forty-five (45) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Violin Memory Inc), Investors’ Rights Agreement (Violin Memory Inc), Investors’ Rights Agreement (Violin Memory Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty fifty percent (2050%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,00010,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Okta, Inc.)
Form S-3 Registration. (1) In case the Company shall receive from the one or more Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or on any successor form to Form S-3 regardless of its designation) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(bii) use its commercially reasonable efforts to effect, effect such registration as soon as practicable, and in any event, to file within ninety (90) days of the receipt of such request a registration statement under the 1933 Act on Form S-3 covering all of the Registrable Securities which such Holders have requested to be registered and to use its commercially reasonable efforts to have such registration statement become effective, and all to effect such qualifications and compliances qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
2(c) if: (i1) if Form S-3 (or any successor form to Form S-3 regardless of its designation) is not available for such offering;
(ii) if offering by the Holders, together with ; (2) the holders aggregate gross proceeds (before deduction of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities underwriting discounts and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of the Registrable Securities specified in such request is less than $3,000,000;
10,000,000; (iii3) if the Company shall furnish to all the Holder or Holders requesting a registration statement pursuant to this Section 1.4 2(c) a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that that, in the good faith judgment of the Board of Directors (as evidenced by a written resolution of the CompanyBoard), it would not be seriously detrimental to in the best interests of the Company and its stockholders generally for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the S-3 Initiating such Holder or Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period; (4) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already shall have effected a registration on Form S-3 three registrations pursuant to this Section 1.4;
2(c); or (v5) in with respect to any particular jurisdiction in which jurisdiction, the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the 1933 Act; or
or (vi6) during the period starting with the date thirty ending one hundred eighty (30180) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following after the effective date of a Company-initiated registration subject statement filed pursuant to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2(a).
(c2) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2(c) and the Company shall include such information in the written notice referred to in Section 1.4(a2(c)(1)(i). The provisions of Section 1.2(b2(a)(2) shall be applicable to such request (with the substitution of Section 1.4 2(c) for references to Section 1.22(a)).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Kodiak Sciences Inc.), Investors’ Rights Agreement (Kodiak Sciences Inc.)
Form S-3 Registration. In case (i) If any time when it is eligible to use a Form S-3 registration statement, and/or a Canadian Short Form Prospectus, the Company shall receive from the Initiating Holders of at least twenty percent (20%) a written request that the Company effect any registration on Form S-3 and/or pursuant to a Canadian Short Form Prospectus with respect to all or part of the Registrable Securities (for purposes such request shall state the number of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part shares of the Registrable Securities owned to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company shall:
(aA) promptly (but in any event within 10 days, or in the event that the proposed registration includes a “bought deal” as such term is customarily understood in Canadian capital markets practices, as soon as the Company has received notice thereof from the Initiating Holders and no later than 24 hours thereafter), give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders; and
(bB) use commercially reasonable efforts to effect, as soon as reasonably practicable, file a Form S-3 or a Canadian Short-Form Prospectus and use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable Blue Sky or other state securities laws, and all such qualifications appropriate compliance with the Securities Act or the Canadian Securities Laws) and compliances as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given received by the Company within fifteen 20 days (15or in the event that the proposed registration includes a “bought deal” as such term is customarily understood in Canadian capital markets practices, as soon as practicable after the Company has provided notice of the proposed registration and no later than two Business Days) days after receipt of such written notice from the Company, provided, however, that the Company is delivered.
(ii) The Company shall not be obligated to effect effect, or take any action to effect, any such registration, qualification or compliance, registration pursuant to this Section 1.4:2.1(b):
(iA) if Form S-3 is not available after the Company has initiated three (3) such registrations pursuant to this Section 2.1(b) (counting for these purposes only (x) registrations which have been declared or ordered effective and, in the case of the third of such offering;
(ii) if the Holdersregistrations, together with pursuant to which the holders of any other securities Registrable Securities are able to register at least seventy-five percent (75%) of the Company entitled Registrable Securities requested to inclusion be included in such registration, propose to sell Registrable Securities and such other securities (if anyy) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000Withdrawn Registrations);
(iiiB) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timecircumstances described in Section 2.1(a)(ii)(C);
(C) if, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any prior twelve (12) month period;
(iv) if , the Company has, within the twelve has effected two (122) month period preceding the date of such request, already effected a registration on Form S-3 registrations pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance2.1(b); or
(viD) during with respect to any Canadian Short-Form Prospectus, after the period starting with the date thirty (30) days prior to the Company’s good faith estimate expiration of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectiveCanadian Compliance Period.
(ciii) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject Notwithstanding anything contained herein to the foregoingcontrary, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations registrations effected pursuant to this Section 1.4 2.1(b) shall not be counted as requests for registration or registrations effected pursuant to Section 1.22.1(a). If the Initiating Holders request that any registration pursuant this Section 2.1(b) be filed as a Shelf Registration pursuant to Rule 415 and/or National Instrument 44-102 – Shelf Distributions of the Canadian Securities Regulators, and if the Company is qualified to do so, then the Company shall use its commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act and/or Canadian Securities Laws, as applicable, as soon as reasonably practicable after the filing thereof.
Appears in 2 contracts
Sources: Stockholders' Agreement (PCF 1, LLC), Merger Agreement (Neulion, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled furnishes to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if 12)-month period and provided further that the Company hasshall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, within a registration relating to a corporate reorganization or transaction under Rule 145 of the twelve (12) month period preceding the date of such requestAct, already effected a registration on Form S-3 pursuant any form that does not include substantially the same information as would be required to this Section 1.4;be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities other than the Note that are also being registered); or
(viii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.21.2 and thus not subject to the limitations found in Section 1.2(c)(ii).
Appears in 2 contracts
Sources: Note Purchase Agreement (Orion Energy Systems, Inc.), Investors’ Rights Agreement (Orion Energy Systems, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of prior to any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.41.4 and such registrations have been declared or ordered effective;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(viiv) during if the period starting with the date Company, within thirty (30) days prior to the Company’s good faith estimate of receipt of the date request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of and ending on a date ninety registration statement with the SEC within one hundred twenty (90120) days following the effective date of receipt of such request (other than a Company-initiated registration subject effected solely to Section 1.3 abovequalify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Sumo Logic, Inc.), Investors’ Rights Agreement (Sumo Logic, Inc.)
Form S-3 Registration. In case If the Company shall receive receives from any Holder or Holders of the Holders lesser of (i) at least 20% of the outstanding Registrable Securities or (ii) outstanding Registrable Securities having a market value at the time of such request of at least twenty percent $40,000,000 (20%) market value being the average of the Registrable Securities (for purposes closing stock price of this Section 1.4, Company Common Stock during the “S-3 Initiating Holders”ten trading days prior to such request) in either case a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other HoldersHolders of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a reasonable opportunity for all such other Holders to participate in the registration; and
(b) use commercially reasonable efforts to effect, as soon as practicable, prepare and file a registration statement covering such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with and all or such portion of the Registrable Securities of any other Holders Holder(s) joining in such request as are specified in a written request given within fifteen (15) days after receipt of the date the Company gave such written notice from the Company, notice; provided, however, that the Company shall not be obligated to file or effect any such registration, qualification or compliance, registration pursuant to this Section 1.4:
2.3 (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
1,000,000; (iii) within one hundred eighty (180) days following the effective date of a registration statement filed by the Company pursuant to a request by any of the Holders under this Agreement, (iv) prior to one hundred eighty (180) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), or (v) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman chief executive officer of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be filed or effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the Holders' request of the S-3 Initiating Holderswas given under this Section 2.3; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(iv) if . In the Company has, within event the twelve (12) month period preceding underwriters determine that market factors require a limitation on the date number of such request, already effected shares to be underwritten pursuant to a registration on Form S-3 effected under this Section 2.3, then shares shall be excluded from such registration and underwriting pursuant to this the method described in Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2.1(b).
(c) If bear and pay all expenses, incident to the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means Company's performance of an underwriting, they shall so advise the Company as a part of their request made or compliance with its obligation under this Agreement in connection with any registration requested pursuant to this Section 1.4 2.3, including (without limitation) all registration, filing, qualification, printer's and accounting fees relating or apportionable thereto and the Company shall include such information in fees and disbursements of one counsel for the written notice referred to in Section 1.4(aselling Holders them). The provisions of Section 1.2(b) shall be applicable to Holders including Registrable Securities in such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering shall bear all underwriters' discounts and commissions, if any, in respect of the Registrable Securities and other securities so requested pro rata in proportion to be registered as soon as practicable after receipt the number of the request or requests of the S-3 Initiating HoldersRegistrable Securities being sold by each Holder. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.1.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Cosine Communications Inc), Investors' Rights Agreement (Cosine Communications Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.42.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (DoorDash Inc), Investors’ Rights Agreement (DoorDash Inc)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersSecurities, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, request together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
section 1.12: (i1) if Form S-3 is not available to the Company for such offering;
; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Holders propose to sell Registrable Securities and such other securities less than ten percent (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions10%) of less than $3,000,000;
the Registrable Securities; (iii3) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred eighty (90180) days after receipt of the request of the S-3 Initiating HoldersHolders under this Section 1.12; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv4) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one registration on Form S-3 for Holders pursuant to this Section 1.4;
1.12; (v5) if the Company has already effected a total of six registrations on Form S-3 for Holders pursuant to this Section 1.12; or (6) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request from Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the Company, but excluding any underwriters' discounts or requests of commissions associated with Registrable Securities, shall be borne by the S-3 Initiating HoldersCompany. Registrations effected pursuant to this Section 1.4 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.3, respectively.
Appears in 2 contracts
Sources: Investors' Rights Agreement (TRM Copy Centers Corp), Purchase Agreement (TRM Copy Centers Corp)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty five percent (205%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly within ten (10) days of the receipt thereof, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 1.4, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month 12)-month period;
(iv) during the period beginning sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(v) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a the Initial Offering or one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Synacor, Inc.), Investors’ Rights Agreement (Synacor, Inc.)
Form S-3 Registration. In case the Company Parent shall receive from the Holders any Stockholder or group of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) Stockholders a written request or requests that the Company Parent effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Stockholder or HoldersStockholders (and such Stockholders initiating the request meet the requirements set forth in Section 3.3(b)), the Company shallParent will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersStockholders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Stockholder's or Stockholders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Stockholder or Stockholders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyParent; PROVIDED, provided, howeverHOWEVER, that the Company Parent shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
3.2: (i1) if Form S-3 S-3, or any equivalent form, is not available for such offering;
offering by the Stockholder or Stockholders; (ii2) if the HoldersStockholder or Stockholders, together with the holders of any other securities of the Company Parent entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
10,000,000; (iii3) if the Company Parent shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Stockholder or Stockholders a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Parent stating that in the good faith judgment of the Board board of Directors directors of the CompanyParent, it would be seriously detrimental to the Company and its stockholders have a material adverse effect on Parent for such registration statement Form S-3 Registration to be effected at such time, in which event the Company Parent shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) sixty days after receipt of the request of the S-3 Initiating HoldersStockholder or Stockholders under this Section 3.2; PROVIDED, provided HOWEVER, that such Parent shall not utilize this right shall be exercised by the Company not more than once in any twelve (12) month period;
; (iv4) if the Company Parent has, within the twelve (12) month period preceding the date of such request, already effected a registration five registrations on Form S-3 for Cinergy or any Management Investor pursuant to this Section 1.4;
3.2; or (v5) in any particular jurisdiction in which the Company Parent would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company Parent shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating HoldersStockholders. Registrations effected All expenses incurred in connection with a registration requested pursuant to this Section 1.4 3.2, including, without limitation, all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Stockholders and counsel for Parent, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall not be counted as requests for registration effected pursuant to Section 1.2borne by Parent.
Appears in 2 contracts
Sources: Stockholders' Agreement (Convergent Holding Corp), Subscription and Contribution Agreement (Convergent Holding Corp)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or;
(v) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Guardant Health, Inc.), Investors’ Rights Agreement (Guardant Health, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Marketo, Inc.), Investors’ Rights Agreement (Marketo, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (FireEye, Inc.), Investors’ Rights Agreement (FireEye Inc)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($3,000,000;5,000,000), or
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement, or
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period;, or
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Talis Biomedical Corp), Investor Rights Agreement (Talis Biomedical Corp)
Form S-3 Registration. In After its Initial Public Offering, in case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Preferred Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Preferred Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Preferred Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4 in the event of any of the following:
(i) if the Company has previously effected two (2) registrations pursuant to this Section 2.4 in the calendar year in which such request is made, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for one hundred eighty (180) calendar days, or until all Preferred Registrable Securities covered thereby have been sold, if earlier);
(ii) if Form S-3 is not available to the Company for such offering;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;; or
(iii) if the Company shall furnish aggregate proceeds from the sale of Preferred Registrable Securities proposed to all Holders requesting a registration statement be sold pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a)will not exceed US$1,000,000. The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Preferred Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2(a), Section 2.2(b) or Section 2.3, respectively.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (EPAM Systems, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.42.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (RAPT Therapeutics, Inc.), Investors’ Rights Agreement (RAPT Therapeutics, Inc.)
Form S-3 Registration. (a) In case the Company shall receive from any Holder or Holders who own, in the Holders of aggregate, at least twenty percent (20%) 30% of the outstanding shares of Registrable Securities (for purposes of this Section 1.4Securities, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(bii) use commercially reasonable efforts to effect, as soon as practicable, practicable effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
section 1.10(a): (i1) if Form S-3 is not available for such offering;
offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
500,000; (iii3) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.10(a); provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) -month period;
; (iv4) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;
1.10(a); (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(diii) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected Notwithstanding anything to the contrary in this Section 1.10(a), the Series C Investor will have rights under this Section 1.10(a), and any Holder of any shares of Series C Preferred Stock or any Registrable Securities issued with respect thereto will have rights under this Section 1.10(a) with respect to such shares or Registrable Securities, only for so long as the Series A Investors and the Series B Investor have rights under this Section 1.10(a).
(b) In addition to the registration rights provided for in Sections 1.1, 1.2 and 1.10(a), the Note Warrant Investors that own any Note Warrants, Subordinated Notes or shares of Common Stock of the Company that have been issued upon exercise of any Note Warrants or conversion of any Subordinated Notes (such Note Warrant Investors are referred to herein as "NOTE/WARRANT HOLDERS") shall be entitled, collectively, to one demand shelf-registration as provided in this Section 1.10(b). For the purposes of this Section 1.10(b), (1) the term "NOTE/WARRANT SHARES" refers to shares of Common Stock of the Company that have been issued, or are issuable, upon exercise of any Note Warrants or conversion of any Subordinated Notes, and (2) a Note/Warrant Holder shall be deemed to own the number of Note/Warrant Shares that are issuable upon the exercise of Note Warrants owned by such Note/Warrant Holder as well as the number of Note/Warrant Shares that are currently issued and outstanding and owned by such Note/Warrant Holder. In the event that, after the first anniversary of the consummation of the initial sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm underwritten offering of its securities to the general public, the Company shall receive from Note/Warrant Holders that own, in the aggregate, a majority of the Warrant Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Note/Warrant Shares owned by such Note/Warrant Holder or Note/Warrant Holders, the Company will:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all Note/Warrant Holders; and
(ii) as soon as practicable effect such registration and all qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Note/Warrant Holder's or Note Warrant Holders' Note/Warrant Shares as are specified in such request, together with all or such portion of the Note/Warrant Shares of any Note/Warrant Holder or Note/Warrant Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.4 1.10(b): (1) if Form S-3 is not available for such offering by the Note/Warrant Holders other than as a result of a failure of the Company to comply with the reporting requirements of Sections 13 and 15 of the 1934 Act; (2) if the Company shall furnish to the Note/Warrant Holders requesting such registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement until, in the good faith judgment of the Board of Directors of the Company, it would no longer be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected (but in no event for a period of more than 90 days after receipt of the request of the Note/Warrant Holder or Note Warrant Holders under this Section 1.10(b)); (3) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If Form S-3 is not available for such offering by the Note/Warrant Holders as a result of a failure of the Company to comply with the reporting requirements of Sections 13 and 15 of the 1934 Act, the Company shall effect such registration on Form S-1.
(iii) Subject to the foregoing, the Company shall file a registration statement on Form S-3 covering the Note/Warrant Shares so requested to be registered as soon as practicable after receipt of the request or requests of the Note/Warrant Holder or Note/Warrant Holders and shall use its best efforts to cause the registration statement to become effective under the Act and to keep the registration statement continuously effective under the Act and available for the offer and sale of the Note/Warrant Shares covered thereby for 180 days (or such shorter period ending when all Note/Warrant Shares covered by the registration statement have been sold or are no longer entitled to registration under this Section 1.10(b)). The Company will be deemed not to have used its best efforts to keep the registration statement effective and available for such offer and sale during the requisite period if the Company voluntarily takes any action that would result in Note/Warrant/Holders of Note/Warrant Shares covered thereby not being able to offer and sell such Note/Warrant Shares thereunder during any portion of that period unless (1) such action is required by applicable law or (2) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter causes the registration to become effective under the Act and available for such offer and sale. In the event that the effectiveness or availability of the registration statement is suspended during the requisite period, the Company will be obligated to extend the period of effectiveness and availability of the registration statement for a period that is at least equal to the period during which such effectiveness or availability was suspended.
(iv) Each Note/Warrant Holder that causes the Company to register any of such Note/Warrant Shares and under this Section 1.10(b) shall immediately notify the Company in writing of any sales of Note/Warrant Sales under the registration statement and, if the effectiveness of the registration statement is terminated in accordance with this Section 1.10(b), shall return to the Company's transfer agent all stock certificates that represent any unsold Note Warrant Shares so that the transfer agent may affix any appropriate securities legends thereto.
(v) Notwithstanding anything to the contrary in Section 3.7, any term of this Section 1.10(b) may be amended, and the observance of any term of this Section 1.10(b) may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Note/Warrant Holders that then own a majority of all Note/Warrant Shares then owned by Note/Warrant Holders. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the Company, each Note Warrant Holder and each future holder of any Note/Warrant Shares.
(vi) Any Form S-3 registration statement required pursuant to this Section 1.10(b) shall not be counted required to include any Registrable Securities that are freely tradable by the Holders thereof without registration under the Act (including shares as requests for registration effected pursuant to Section 1.2which paragraph (k) of Rule 144 under the Act applies but not shares that are subject to applicable holding period, volume limitation or manner of sale and notice requirements of paragraphs (d), (e), (f), (g), (h) and (i) of Rule 144).
Appears in 2 contracts
Sources: Convertible Subordinated Promissory Note Purchase Agreement (Hybrid Networks Inc), Investor Rights Agreement (Hybrid Networks Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder, and shall not register any securities that are not Registrable Securities for the account of any Holder, during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Hortonworks, Inc.), Investors’ Rights Agreement (Hortonworks, Inc.)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) 3.3.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, 3.3.2 as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; PROVIDED, provided, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.43.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;1,000,000, or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 3.3, provided provided, that such right to delay a request shall be exercised by the Company not no more than once twice in any twelve (12) month one-year period;, or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;3.3, or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) 3.3.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Tumbleweed Communications Corp), Investors' Rights Agreement (Tumbleweed Software Corp)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen thirty (1530) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than Five Hundred Thousand Dollars ($3,000,000;500,000), or
(iii) if within thirty (30) days after receipt of a written request from Initiating Holders pursuant to this Section 2.4, the Company gives notice to the Holders of the Company's intention to make a public offering within one hundred twenty (120) days; provided, that such offering remains likely to be completed within such one hundred twenty (120) day period, or
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.2 or 2.3, respectively.
Appears in 2 contracts
Sources: Investor Rights Agreement (Safeguard Scientifics Inc Et Al), Investor Rights Agreement (Tangram Enterprise Solutions Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the outstanding Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Figma, Inc.), Investors’ Rights Agreement (Figma, Inc.)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) 30% of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then-outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly promptly, and in any event within ten (10) days, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, such and in any event within forty-five (45) days, file a registration statement on Form S-3 and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
: (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
10,000,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders holders of capital stock for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) -month period;
; (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;
; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
or (vi) during the period starting with the date thirty (30) 30 days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) 90 days following after the effective date of a Company-initiated registration statement subject to Section 1.3 above, 1.3; provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.3, respectively.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Asana, Inc.), Investors’ Rights Agreement (Asana, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) Holder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolder, then the Company shallwill:
(a) promptly give written notice of the proposed registrationregistration and the Holder’s request therefor, and any related qualification or compliance, to all other Holdersholders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders holder joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.45.1.2:
(i) if Form S-3 is not available for such offering;
(ii) if the HoldersHolder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;2,000,000.
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 Holder a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors Company stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany and after discussion by the Company with Holder, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after following receipt of the request of the S-3 Initiating HoldersHolder under this Section 5.1; provided however, provided that such right shall be exercised by the Company shall not more than once in any twelve (12) month periodunreasonably defer the filing of the Form S-3 registration statement;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 for Holder pursuant to this Section 1.4;5.1; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Share Purchase Agreement (Trident Microsystems Inc), Share Purchase Agreement (Trident Microsystems Inc)
Form S-3 Registration. In case the Company shall receive from the one or more Preferred Holders of that, individually or together with such Preferred Holder’s affiliates, holds at least twenty percent (20%) $10,000,000 of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersPreferred Holder(s), the Company shallagrees:
(a) to promptly give written notice of the proposed registration, and any related qualification or compliance, registration (the “S-3 Notice”) to all other Preferred Holders, if any; and
(b) as soon as practicable after receiving such a request, use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Preferred Holder’s or Preferred Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Preferred Holder(s) joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the S-3 Notice is given by the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.4:
8.4 (i) if Form S-3 is not available for such offering;
offering by the Preferred Holder(s); (ii) if the HoldersPreferred Holder(s), together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
1,000,000; (iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Preferred Holder(s) a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that it would be in the good faith judgment of the Board of Directors of the Company, it would be underwriters seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating HoldersPreferred Holder(s) under this Section 8.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) eighteen month period;
; or (iv) if the Company has, within the twelve has effected two (122) month period preceding the date of such request, already effected a registration registrations on Form S-3 (or its then equivalent) pursuant to this Section 1.4;
(v) in any particular jurisdiction in which 8.4 within the Company would be required to qualify to do business previous 12-month period and such registrations have been declared or to execute a general consent to service ordered effective and the sales of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause Registrable Securities under such registration statement to become effectivehave closed.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 8.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 8.2 or 8.3, respectively.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Visterra, Inc.)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4 if:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;1,000,000, or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4: provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;, or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected All such Registration Expenses incurred in connection with three registrations requested pursuant to this Section 1.4 2.4 shall not be counted as requests for registration effected pursuant to Section 1.2paid by the Company.
Appears in 2 contracts
Sources: Investor Rights Agreement (Docent Inc), Investor Rights Agreement (Docent Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 S‑3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Initiating Holder or Initiating Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 S‑3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)‑month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 S‑3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall use reasonable best efforts to file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Menlo Therapeutics, Inc.), Investors’ Rights Agreement (Menlo Therapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0002,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;1.4 and such registrations have been declared or ordered effective; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Coupa Software Inc), Investors’ Rights Agreement (Coupa Software Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) with respect to at least two million dollars ($2,000,000) of Registrable Securities or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($3,000,000;1,000,000), or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders securityholders for such Form S-3 registration statement to be effected at such timetime because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;, or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectivecompliance unless already so qualified or consented to.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 2 contracts
Sources: Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC), Investor Rights Agreement (DiCE MOLECULES HOLDINGS, LLC)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Avinger Inc), Investors’ Rights Agreement (Avinger Inc)
Form S-3 Registration. In case the Company shall receive a written request from the Holder or Holders of at least twenty percent (20%) more than 25% of the Registrable Securities (for purposes or 50% of this Section 1.4the Registrable Securities that were Series C Preferred Stock, the “S-3 Initiating Holders”) a written request or requests in each case then outstanding, that the Company effect a registration on Form S-3 S-3, or any comparable or successor form or forms, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.12: (i1) if Form S-3 is not available for such offering;
offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
5,000,000; (iii3) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s President or Chief Executive Officer or Chairman of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.12; provided, provided however, that such right shall be exercised by the Company shall not utilize this right together with the similar right under Section 1.2 above more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) 12 month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
or (v4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that compliance unless the Company is actively employing already qualified to do business or subject to service of process in good faith commercially reasonable efforts to cause such registration statement to become effectivejurisdiction.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file use its best efforts to effect a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. All expenses incurred in connection with registrations requested pursuant to this Section 1.12, including (without limitation) all registration, filing, qualification, transfer agent, blue sky, NASD, printers’ and accounting fees and the reasonable fees and disbursements of a single counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with the Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.21.2 or Section 1.3, respectively.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (LDR Holding Corp), Investors’ Rights Agreement (LDR Holding Corp)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of who own at least twenty fifteen percent (2015%) of (i) the Registrable Securities then outstanding or (for purposes of this Section 1.4ii) the Series A Preferred Stock (including the Common Stock issued upon conversion thereof) then outstanding, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.11: (i1) if Form S-3 is not available for such offering;
offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) Common Stock at an aggregate price to the public (net of including any underwriters’ ' discounts or commissions) of less than $3,000,000;
1,000,000; (iii3) if the Company shall furnish to all the Holder or Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Financial Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.11; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once twice in any twelve (12) month period;
; (iv4) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one (1) registration on Form S-3 pursuant to this Section 1.4;
1.11; or (v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that compliance unless the Company is actively employing already subject to service in good faith commercially reasonable efforts to cause such registration statement to become effectivejurisdiction and except as may be required by the Act.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests set forth in this Section 1.11 of the S-3 Initiating Holder or Holders. Registrations effected The Company shall bear and pay all expenses incurred in connection with registrations requested pursuant to this Section 1.4 shall not be counted 1.11, including, without limitation, all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the Company (including reasonable fees and disbursements of counsel for the Company in its capacity as requests for registration effected pursuant counsel to Section 1.2.the selling Holders hereunder; provided, however, if Company counsel
Appears in 2 contracts
Sources: Investors' Rights Agreement (Accelerated Networks Inc), Investors' Rights Agreement (Accelerated Networks Inc)
Form S-3 Registration. In case On or after the second anniversary of the Effective Date, if the Company shall receive receives from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) Holder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolder, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effectwill, as soon as practicable, such and consistent with the requirements of applicable law, prepare and file with the SEC a registration and statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 covering all such qualifications and compliances as may be so requested and as would permit or facilitate of the sale and distribution of all or such portion of such Holders’ then outstanding Registrable Securities (the "Shelf Registration"). The Company shall use its commercially reasonable efforts to have such Shelf Registration declared effective as are specified in such requestsoon as practicable thereafter (with the objective, together with all or such portion but not the obligation, of causing the Registrable Securities of any other Holders joining in such request as are specified in a written request given Shelf Registration to be declared effective within fifteen sixty (1560) days after receipt of it has been filed with the SEC) and to keep such written notice from Shelf Registration continuously effective under the Company, Securities Act for up to one hundred eighty (180) days; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
6(c): (i) if Form S-3 is not available for such offering;
offering by the Holder; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose Holder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
100,000 shares (as adjusted for stock splits, stock dividends, recapitalizations and the like); (iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Holder a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
Holder under this Section 6(c); or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Lease Termination Agreement (Valentis Inc), Stock Issuance and Restriction Agreement (Valentis Inc)
Form S-3 Registration. In case the Company shall receive from the a Holder or Holders of at least twenty percent (20%) 25% of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating HoldersHolder(s)”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany in accordance with Section 3.5, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month 12)-month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Veeva Systems Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,00010,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.42.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Zymergen Inc.), Investors’ Rights Agreement (Zymergen Inc.)
Form S-3 Registration. In (a) Notwithstanding anything in Section 8.2 or Section 8.3 to the contrary, in case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) any Stockholders a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Stockholder or HoldersStockholders, and the Company is then eligible to use Form S-3 for the resale of Registrable Securities, the Company shallwill:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(bii) use commercially reasonable efforts to effect, as soon as practicable, promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such HoldersStockholder’s or Stockholders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders Stockholder or Stockholders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.48.4:
(iA) if Form S-3 is not available for such offeringoffering by the Stockholders;
(iiB) if the HoldersStockholders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,00025 million;
(iiiC) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Stockholders a certificate signed by the Company’s Chief Executive Officer chief executive officer or Chairman chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating HoldersStockholder or Stockholders under this Section 8.4; provided, provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) twelve-month period;
(ivD) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Stockholders pursuant to this Section 1.4;8.2, provided, that any such registration shall be deemed to have been “effected” if the registration statement relating thereto (A) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Registration Party included in such registration have actually been sold thereunder and (B) has remained effective for a period of at least 180 days; or
(vE) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(db) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable promptly after receipt of the request or requests of the Stockholders (the “Form S-3 Initiating HoldersRegistration Statement”). Registrations effected pursuant to this Section 1.4 8.4 shall not be counted as requests for registration effected pursuant to Section 1.28.2 or Section 8.3 respectively.
(c) If the Stockholders intend to distribute the Registrable Securities covered by their request under this Section 8.4 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 8.4 and the Company shall include such information in the written notice referred to in subsection 8.4(a). The underwriter or underwriters will be selected by a majority in interest of the Stockholders participating in such registration and shall be reasonably acceptable to the Company. In such event, the right of any Stockholder to include Registrable Securities in such registration shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Stockholders participating in the registration and the Stockholder) to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 8.7) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 8.4, if the managing underwriter advises the Company and the Stockholders participating in such underwriting in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Stockholders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all Stockholders thereof, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Stockholder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Stockholders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
(d) Notwithstanding the foregoing, if the Company shall receive from any Stockholders of Registrable Securities then outstanding a written request or requests under Section 8.4 that the Company effect a registration statement on Form S-3 that includes only those items and that information that is required to be included in parts I and II of such Form, and does not include any additional or extraneous items of information (e.g. a lengthy description of the Company or the Company’s business) (an “Ordinary S-3 Registration Statement”), then Section 8.4(a)(ii)(D) shall not apply to such Ordinary S-3 Registration Statement request.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Emdeon Corp), Limited Liability Company Agreement (HLTH Corp)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,00010,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Amplitude, Inc.), Investors’ Rights Agreement (Amplitude, Inc.)
Form S-3 Registration. In case the event the Company shall receive from the --------------------- Initiating Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) in such registration at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($3,000,000;1,000,000); or
(iii) during the period starting sixty (60) days prior to the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to a public offering of the Company's securities in which the Holders have the right to register the Registrable Securities pursuant to Section 2.3; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;; or
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(vvi) in any particular jurisdiction on in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2 hereof.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive --------------------- from the Holders holders of at least twenty thirty percent (2030%) or more of the Registrable Securities (for purposes of this Section 1.4, other than Registrable Securities held by Common Holders) or from the “S-3 Initiating Holders”) Founder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially all reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty ten percent (2010%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, Company pursuant to Section 5.4(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
5.4: (i) if Form S-3 is not available under the Securities Act or rules or regulations promulgated thereunder for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
500,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety thirty (9030) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 5.4, provided that that, such right shall to defer the filing may be exercised by the Company not no more than once in any twelve (12) month one year period;
; (iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;
5.4; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected All such expenses incurred in connection with registrations requested pursuant to this Section 1.4 5.4 shall not be counted as requests paid by the selling Holders (and any other selling stockholders pro rata with respect to their included shares, including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for registration effected pursuant to Section 1.2the Company, and the reasonable fees and disbursements of a single counsel for the selling Holder or Holders.
Appears in 1 contract
Sources: Warrant Purchase Agreement (Air South Airlines Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) Stockholder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersthe Stockholder, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Stockholder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
section 1.10: (iA) if Form S-3 is not available for such offering;
offering by the Stockholder; (iiB) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose Stockholder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
500,000; (iiiC) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Stockholder pursuant to this Section 1.10 or has already effected four (4) registrations under this Agreement for the Stockholder (exclusive of registrations pursuant to Section 1.3), (D) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Stockholder a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersStockholder under this Section 1.10; provided, provided however, that such right to delay a request, whether pursuant to this Section 1.10 or Section 1.2, shall be exercised by the Company not more than once in any twelve (12) month period;
, or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(vD) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(db) Subject to the foregoing, (i) the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Stockholder; and (ii) if requested by the Stockholder, in a transaction constituting (1) a private placement under Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.3(b) 9
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(bB) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(iI) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(iiII) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;500,000, or
(iiiIII) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4, provided provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;period and provided further, that during such ninety (90) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company, or
(ivIV) if the Company has already effected six (6) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or
(V) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(vVI) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(dC) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 2.4 after the first six (6) registrations shall not be counted as requests for registration effected pursuant paid by the selling Holders pro rata in proportion to Section 1.2the number of shares sold by each.
Appears in 1 contract
Form S-3 Registration. In case If the Company shall receive receives a written request from the Holders of at least twenty percent (20%) 30% or more of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and;
(b) use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000100,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer Manager (or Chairman of the Board of Directors chief executive officer, if applicable) stating that in the good faith judgment of the Board Management Committee (or board of Directors directors, if applicable) of the Company, it would be seriously detrimental to the Company and its stockholders members (or stockholders, if applicable) for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period; provided further that the Company shall not register any securities for the account of itself or any other member (or stockholder, if applicable) month periodduring such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company equity incentive plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Equity Securities being registered is common equity issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.;
(c) If if the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).; and
(d) Subject subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty ten percent (2010%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($3,000,0005,000,000), or
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iiiiv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;, or
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 S‑3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 S‑3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 S‑3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a1.4a). The provisions of Section 1.2(b1.2b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Slack Technologies, Inc.)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($3,000,000;1,000,000), or
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; or
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request pursuant to this Section or Section 2.2(c)(v) shall be exercised by the Company not more than once in any twelve (12) month period;, or
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;500,000; or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period;; or
(iv) if the Company hasCompany, within the any twelve (12) month period preceding the date of such request, has already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. .
(d) Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from --------------------- any Holder or Holders owning in the Holders of aggregate at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
3.12, (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
250,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman president of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders Shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 3.12; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv) if the Company has, within the twelve (12) twelve-month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;
3.12; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 3.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Initiating HoldersRegistration and, if it participates, the Company (on a pro rata basis); provided, however, that the Company shall bear any auditing expenses that shall be incurred in the normal course of business and shall bear all regular salary expenses of its employees. Registrations effected pursuant to this Section 1.4 3.12 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 3.2 or 3.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) Holder a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersthe Holder, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
2.2: (i) if Form S-3 is not available for such offering;
offering by the Holder; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose Holder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
1,000,000; (iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Holder a certificate signed by the Company’s Chief Executive Officer President or Chairman Chairperson of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating Holders, Holder under this Section 2.2; provided that such right to delay a request shall be exercised by the Company not no more than once in any twelve (12) month one-year period;
; (iv) if the Company has, within has already effected two registrations on Form S-3 for the twelve Holder pursuant to this Section 2.2; (12v) month period preceding if the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
request is earlier than 365 days from closing of the Company's initial public offering; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2Holder.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0002,500,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, or a registration relating to a corporate reorganization or transaction under Rule 145 of the Act);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2Sections 1.2 or 1.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, file such registration statement and use its best efforts to have such registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($3,000,0001,000,000);
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if after the Company has, within the twelve has effected two (122) month period preceding the date of such request, already effected a registration registrations on Form S-3 pursuant to this Section 1.4;2.3 in any twelve (12) month period, and such registrations have been declared or ordered effective; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.1 or 2.2, respectively.
Appears in 1 contract
Form S-3 Registration. In case (a) If the Company shall receive a written request from the Holders of at least twenty percent (20%) 25% of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests then outstanding that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersS-3, then the Company shall:
(a) promptly , within 14 days after the receipt of such request, give written notice of the proposed registration, and any related qualification or compliance, such request to all other Holders; and
(b) Holders and shall, subject to the limitations set forth below, use commercially reasonable efforts to effect, effect as soon as practicable, such practicable the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Act of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of that the Registrable Securities of any other Holders joining in such request as are specified to be registered in a written request to be given within fifteen (15) 30 days after receipt of the mailing of such written notice from by the Company.
(b) Notwithstanding the foregoing, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.4:
3 if (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net before deduction of any underwriters’ ' discounts or commissions) of less than $3,000,000;
1,500,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be filed or effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
Holders under this Section 3; or (iv) if the Company has, within the twelve (12) -month period preceding the date of such request, already request has effected a registration on Form S-3 of securities in which the Holders of Registrable Securities requesting registration pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required 3 were entitled to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject participate pursuant to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2.
(c) If the S-3 Initiating Holders intend The Company is obligated to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made effect only one registration pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2)3.
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) 2.4.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, 2.4.2 as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or such successor or similar form) is not available for such offering;offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;2,000,000; or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4, provided that that, so long as such right shall be exercised request by the Company not Holders is provided no more than once in any twelve 7 11 ninety (90) day period, the Company may exercise such right only twice in each 12) -month period;; or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration three (3) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) 2.4.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case (a) If the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that from the Company Holder to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersS-3, then the Company shall:
, within ten (a10) promptly days after the date of the receipt of such request, give written notice of the proposed registrationsuch request to all holders of Securities with Piggyback Rights, and shall, subject to the limitations set forth below (including Section 8 hereof), use its reasonable best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities and all Securities with Piggyback Rights that the Holder and any related qualification or compliance, holders of Securities with Piggyback Rights requested be so registered in a written request to all other Holders; andbe given within thirty (30) days after the mailing of such notice by the Company.
(b) use commercially reasonable efforts to effectNotwithstanding the foregoing, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 1.4:
4 if: (i) if Form S-3 is not available for such offering;
offering by the Holder; (ii) if the HoldersHolder, together with the holders holder of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net before deduction of any underwriters’ ' discounts or commissions) of less than $3,000,000;
2,000,000; (iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 the Holder a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that that, in the reasonable good faith judgment of the Board of Directors of the Company, it would be seriously detrimental Seriously Detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be filed or effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder under this Section 4; provided, provided however, that such right shall be exercised by the Company -------- ------- shall not use this right more than once one time in any twelve (12) month 12)-month period;
; (iv) if the Company has, within the twelve (12) month 12)-month period preceding the date of such request, already effected a registration two (2) such registrations on Form S-3 for the Holder pursuant to this Section 1.4;
4; or (v) in any particular jurisdiction the Company within the twelve (12)- month period preceding the date of such request has effected a registration of securities in which the Company would be required Holder was entitled to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior participate to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, fullest extent they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected desired pursuant to Section 1.22 or 3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0003,500,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive receives from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall will not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.44.2:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than fifteen million dollars ($3,000,00015,000,000);
(iii) if the Company shall furnish to all within thirty (30) days of receipt of a written request from any Holder or Holders requesting a registration statement pursuant to this Section 1.4 4.2, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company will furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall will have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 4.2; provided, provided that such right shall to delay a request will be exercised by the Company not more than once twice in any twelve (12) month period;
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4;4.2, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall will file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Sources: Investor Rights Agreement (Regulus Therapeutics Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders owning in the Holders of aggregate at least twenty thirty percent (2030%) of the Non-Series E Registrable Securities or thirty percent (for purposes 30%) of this Section 1.4the Series E Registrable Securities then outstanding, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
2.4, (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
500,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to Holder or Holders under this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective2.4.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. All expenses incurred in connection with a registration requested pursuant to this Section 2.4, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.2 or 2.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) any Qualified Holder a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Qualified Holder or HoldersQualified Holders (an “S-3 Request”), the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effectefforts, as soon as practicable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Qualified Holder’s or Qualified Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders; provided, however, to the extent that registration on Form S-3 is not available for any reason at the time of any S-3 Request made by the Initiating Preferred F Holder, the Company shall, to the extent the Company shall fail to have such Form S-3 available for such offering within 60 days following such S-3 Request, use commercially reasonable efforts to effect such registration on Form S-1, subject to all other applicable requirements and limitations set forth herein;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($3,000,0005,000,000);
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersQualified Holder or Qualified Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a two or more registrations on Form S-3 for the Holders pursuant to this Section 2.4; provided, however, that the limitations in this Section 2.4(b)(iv) shall not apply to any S-3 Request made by the Initiating Preferred F Holder unless the Company has, within the twelve (12) month period preceding the date of such request, already effected (1) two or more registrations on Form S-3 for the Initiating Preferred F Holder pursuant to this Section 2.4; or (2) at least one registration on Form S-3 for the Initiating Preferred F Holder pursuant to this Section 1.42.4 and one registration on Form S-3 for any of the Holders in which the Initiating Preferred F Holder also participated;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceunless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(vi) during the period starting with the date if within thirty (30) days prior of receipt of a written request from a Qualified Holder or from Qualified Holders pursuant to this Section 2.4, the Company gives notice to such Qualified Holder or Qualified Holders of the Company’s good faith estimate of the date of the filing of and ending on intention to make a date public offering, other than pursuant to a Special Registration Statement within ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectivedays.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Qualified Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
(d) In addition, the Initiating Preferred F Holder shall have the right to require that the Company file registration statements, including a shelf registration statement, and if the Company is a well-known seasoned issuer, an automatic shelf registration statement provided such automatic shelf registration statement is then available for use by the Company, on Form S3 or any successor form under the Securities Act covering all or any part of their affiliates’ Registrable Securities, all subject to the applicable terms and conditions set forth in this Section 2.4.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($3,000,0005,000,000), or
(iii) if within thirty (30) days of receipt of a written request from the Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to file a registration statement within sixty (60) days and such registration statements is filed within such sixty (60) day period;
(iiiiv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period and provided further the Company shall not register any other capital stock during such ninety (90) day period;, or
(ivv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. After its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 4, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders). In case the Company shall receive from the a Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, request together with all or such portion of the Registrable Securities of or any other Holder of Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance, compliance pursuant to this Section 1.4:
4.3: (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman president of the Board of Directors Company stating that in the good faith judgment of the Board board of Directors directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the initiating request of the S-3 Initiating HoldersHolder or Holders under this Section 4.3; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) twelve-month period;
; (iviii) if the Company has, within the twelve (12) six-month period preceding the date of such request, already effected a registration on Form S-3 for any Holders pursuant to this Section 1.4;
4.3 or already effected a total of four (4) registrations on Form S-3 pursuant to this Section 4.3; (iv) if the anticipated aggregate offering price of the Registrable Securities to be included in such registration, net of underwriting discounts and commissions, would be less than $1,000,000; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that compliance unless the Company is actively employing already subject to service in good faith commercially reasonable efforts to cause such registration statement to become effectivejurisdiction and except as may be required by the Securities Act.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the --------------------- Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 or any successor form and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
: (i1) if Form S-3 is not available for such offering;
(ii) if offering by the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities ; (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
(iii2) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to Holder or Holders under this Section 1.4;
; provided, however, that the Company shall not utilize this right more than twice in any 12 month period; or (v3) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.
Appears in 1 contract
Sources: Stock Purchase Agreement (Webb Interactive Services Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or similar or successor form) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, compliance to all other Holders; and
(b) use commercially all reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 (or similar or successor form) is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration (or similar or successor form) to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement (or similar or successor form) for a period of not more than ninety one hundred (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 (or similar or successor form) for the Holders pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty fifty percent (2050%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 1.4, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month 12)-month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. In Notwithstanding anything in Section 1.2 or Section 1.3 to the contrary, in case the Company shall receive from the any Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, and the Company shallis then eligible to use Form S-3 for the resale of Registrable Securities, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0002.5 million;
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer chief executive officer or Chairman chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12twelve-month period; provided further, that this right is cumulative to the right under Section 1.2(c) such that the Company may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any twelve-month period;
(iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4;1.3, provided, that any such registration shall be deemed to have been “effected” if the registration statement relating thereto (A) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Initiating Holder(s) included in such registration have actually been sold thereunder and (B) has remained effective for a period of at least 180 days; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered promptly after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2 or Section 1.3 respectively.
(d) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request under this Section 1.4 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section subsection 1.4(a). The provisions underwriter or underwriters will be selected by a majority in interest of Section 1.2(b) the Holders participating in such registration and shall be applicable reasonably acceptable to the Company. In such request event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in the registration and the Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the substitution Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.4 for references 1.4, if the managing underwriter advises the Company and the Holders participating in such underwriting in writing that marketing factors require a limitation of the number of shares to Section 1.2).
(d) Subject to the foregoingbe underwritten, then the Company shall file a registration statement covering the so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and other securities so requested the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all Holders thereof, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 included in such underwriting shall not be counted as requests for registration effected pursuant to Section 1.2reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Genius Products Inc)
Form S-3 Registration. In case the Company shall receive from the ---------------------- Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
and (b) use commercially reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of in any other securities of particular jurisdiction in which the Company entitled would be required to inclusion qualify to do business or to execute a general consent to service of process in effecting such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts qualification or commissions) of less than $3,000,000compliance;
(iii) if the Company has effected a registration pursuant to this Section 1.4 which has been declared or ordered effective within the prior six (6) months;
(iv) if the aggregate amount of securities to be registered is less than one million dollars ($1,000,000); or
(v) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 1.4, a certificate signed by the Company’s 's Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of to effect the S-3 Initiating Holdersregistration, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the event that the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) receives a written request or requests from the Holder that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersthereby, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effectwill, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such a written notice from the Company, Company of the proposed registration; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.6 (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with Company believes in good faith that it will file a registration statement pertaining to an underwritten public offering of securities for the holders of any other securities account of the Company entitled within 90 days of receiving a request to inclusion in register pursuant to this Section 1.6 or a registration statement relating to such registration, propose to sell an offering by the Company has been declared effective within 90 days of the Company receiving such notice; (iii) if the anticipated aggregate offering price of the Registrable Securities to be registered (before deductions for underwriters' discounts and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than does not exceed $3,000,000;
500,000; (iiiiv) if the Company shall have effected a registration under this Section 1.6 within the 12-month period preceding such request for registration under this Section 1.6; or (v) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holdersfor registration under this Section 1.6; provided, provided however, that such right shall be exercised by the Company shall not utilize this right to delay any requested registration more than once in any twelve twice (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date for a total of such request, already effected a registration on Form S-3 pursuant up to this Section 1.4;
(v120 days) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company12-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a)month period. The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating HoldersInvestor. Registrations effected pursuant to this Section 1.4 1.6 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.1 or 1.5, respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (Microfield Graphics Inc /Or)
Form S-3 Registration. In case the Company shall receive from the Holders of holding at least twenty ten percent (2010%) of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 S 3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly within twenty (20) days after receipt of any such request, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially its reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such S-3 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the S-3 Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all the S-3 Initiating Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S 3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S 3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 S 3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.21.2 unless the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten public offering.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 S‑3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 S‑3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 S‑3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Slack Technologies, Inc.)
Form S-3 Registration. In case If at any time when it is eligible to use a Form S-3 registration statement, the Company shall receive a written request from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering;offering by the Holders,
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell less than 25% of the Registrable Securities then outstanding and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($3,000,000;5,000,000), or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;,
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4, or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating required Holders, and in any event within forty-five (45) days after the receipt of the requests of the required Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least not less than twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 or similar forms which may be promulgated in the future and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
1.12: (i1) if Form S-3 (or such similar form(s) which may be promulgated in the future) is not available for such offering;
offering by the Holders; (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
2,000,000; (iii3) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.12; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that compliance unless the Company is actively employing already subject in good faith commercially reasonable efforts to cause such registration statement to become effectivejurisdiction and except as may be required by law.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.4 1.12 shall not be counted as requests demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.
(d) If the Holders initiating the registration request pursuant to this Section 1.21.12 (“S-3 Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in subsection 1.12(a). The underwriter will be selected by a majority in interest of the S-3 Initiating Holders (based on Registrable Securities requested to be included) and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the S-3 Initiating Holders based on Registrable Securities requested to be included and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the S-3 Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the S-3 Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the S-3 Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Qlik Technologies Inc)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.42.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Atara Biotherapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive from the Holders of holding at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolder; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (1212)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) month periodday period (other than a registration relating solely to the sale of securities of participants in a Company stock plan (including any stock plan assumed by the Company in connection with a merger or similar transaction), a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 1.4, and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) (Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (public, net of any underwriters’ underwriting discounts or and commissions) , of less than one million dollars ($3,000,0001,000,000);
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) % of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
: (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
1,000,000; (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 1.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 1.3 hereof without reduction by the underwriter thereof, (iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders holders of capital stock for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 60 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) -month period;
; (ivv) if the Company has, within the twelve (12) -month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;
; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) 2.4.1 promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, 2.4.2 as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;2,000,000; or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4: provided, provided that such right to delay a request shall be exercised by the Company not nor more than once twice in any twelve (12) month one-year period;; or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) 2.4.3 Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 2.4 shall not be counted as requests for registration effected pursuant paid by the selling Holders pro rata in proportion to Section 1.2the number of shares sold by each.
Appears in 1 contract
Form S-3 Registration. In case 5.1 At any time that the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4is eligible to file a registration statement on Form S-3, the “S-3 Initiating Holders”) Holders shall have the right to submit a written request or requests to the Company requesting that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders. In such case, the Company shall:
(a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as As soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.45.1:
(i) if Form S-3 is not available for such offering;
(ii) if the HoldersCompany determines, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to with the Company and its stockholders for such advice of counsel, that the filing of a registration statement to be effected at such timewould require the disclosure of non-public material information, in the disclosure of which event would have a material adverse effect on the Company, or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall have deliver a certificate to such effect signed by its President to the right proposed selling Holders and the Company shall not be required to defer such filing for effect a period registration pursuant to this Section 5 until the earlier of not more than ninety (90A) three (3) days after receipt the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided, however, that, without the prior written consent of the request of the S-3 Initiating Majority Holders, provided that such right shall be exercised by the Company shall not utilize any Company Right more than once in any twelve twelve-month period; and provided, further, however, that, without the prior written consent of the Majority Holders, the Company shall not register any securities for its own account during such ninety (1290) month day period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(viii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or
(viiv) during if the period starting with Company delivers notice to the date Holders of the Registrable Securities within thirty (30) days prior to the Company’s good faith estimate of the date receipt of such a request that the filing of and ending on Company intends to file a date registration statement for such public offering pursuant to Section 4.1 within ninety (90) days following days; provided, however, that, without the effective date prior written consent of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoingMajority Holders, the Company shall file a registration statement covering not utilize any Company Right more than once in any twelve-month period. Notwithstanding anything in this Section 5.1 to the Registrable Securities contrary, the number of requests that such majority Holder or Holders are entitled to submit, and other securities so requested accordingly, the number of registrations the Company shall be required to effect, under this Section 5.1 shall be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. unlimited.
5.2 Registrations effected pursuant to this Section 1.4 5 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 4.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Colombia Clean Power & Fuels, Inc)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; andand *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A-5
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
(i) if Form S-3 is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($3,000,0001,000,000), or
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 1.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iiiiv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety sixty (9060) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period;,
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;, or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2.. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A-6
Appears in 1 contract
Sources: Limited Liability Company Agreement (Iridium Communications Inc.)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than one million dollars ($3,000,0001,000,000);
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.22.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each such Holder.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.42.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice to such S-3 Initiating Holders of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, 2.2 of this Agreement; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,00010,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.4;2.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive after June 30, 2001 from the any Holder or Holders of at least twenty not less than fifty percent (2050%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly 9.4.1 Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as 9.4.2 As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
9.4: (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
2,000,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 9.4; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 for the Holders pursuant to this Section 1.4;
9.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
or (vi) during the period starting with the date thirty ending one hundred eighty (30180) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following after the effective date of a Company-initiated registration statement subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective9.3.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) 9.4.3 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 9.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 9.2 or 9.3, respectively.
Appears in 1 contract
Sources: Note Conversion Agreement (Nextera Enterprises Inc)
Form S-3 Registration. In case the Company shall receive a written request from the or written requests from a Holder or Holders of at least twenty ten percent (2010%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests then outstanding that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million ($3,000,0005,000,000);
(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;
(ivv) if the Company hashas already effected, within in the twelve same calendar year, two (122) month period preceding the date of such request, already effected a registration registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. In case the event that, following the Effective Time, the Company becomes eligible to use Form S-3 for the registration of its securities, and the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company shallwill:
(a) promptly Promptly give written notice of the proposed registrationregistration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other Holders; andHolders of Registrable Securities.
(b) use commercially reasonable efforts to effect, as As soon as practicable, effect such registration and all such any related qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.44:
(i1) if Form S-3 is not available for such offering;
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000One Million US Dollars (US$1,000,000);
(iii3) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s President, Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month periodHolder or Holders under this Section 4;
(iv4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one (1) registration on Form S-3 for the Holders pursuant to this Section 1.4;4; or
(v5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered pursuant to this Section 4 as soon as practicable after receipt of the request or requests of the S-3 Initiating HoldersHolders for such registration. Registrations effected The Company shall pay all Costs and Expenses incurred in connection with the registration requested pursuant to this Section 1.4 4.
(d) Form S-3 registrations shall not be counted deemed to be demand registrations as requests for registration effected pursuant to described in Section 1.22 above.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) 25% of the Series B Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Series B Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Series B Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Series B Registrable Securities as are specified in such request, together with all or such portion of the Series B Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) thirty days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Series B Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if within thirty days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 120 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided however, that such right to delay a request shall be exercised by the Company not more than once twice in any twelve (12) month period;
(ivv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4; or
(vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Series B Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering;offering by the Holders, or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,000;750,000, or
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;, or
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, has already effected a registration two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4;2.4 within the previous eighteen (18) month period, or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that compliance except for those jurisdictions in which the Company is actively employing in good faith commercially reasonable efforts already qualified to cause such registration statement do business or subject to become effectiveconsent to service of process and except as may be required under the Securities Act.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.2.4 which
Appears in 1 contract
Sources: Investor Rights Agreement (Requisite Technology Inc /Co)
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty thirty percent (2030%) of the Registrable Securities (for purposes of this Section 1.42.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.42.3:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0005,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, ; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period;; ||
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration two (2) registrations on Form S-3 pursuant to this Section 1.42.3;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice to such S-3 Initiating Holders of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vivii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, 2.2 of this Agreement; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 2.3 and the Company shall include such information in the written notice referred to in Section 1.4(a2.3(a). The provisions of Section 1.2(b2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 1.4 2.3 for references to Section 1.22.1).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 2.3 shall not be counted as requests for registration effected pursuant to Section 1.22.1 of this Agreement.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the --------------------- any Holder or Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 or any successor or similar form promulgated under the Act ("Form S-3") and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
2.13, (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
1,000,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman president of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 2.13; provided, provided however, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
; or (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. The Company shall bear all expenses incurred in connection with a registration requested pursuant to Section 2.13 with respect to three (3) such registrations per calendar year, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders. With respect to any additional registrations requested pursuant to Section 2.13, all expenses incurred in connection with a registration requested pursuant to Section 2.13, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders shall be borne by the Holders of such securities pro rata on the basis of the number of shares so registered. Registrations effected pursuant to this Section 1.4 2.13 shall not be counted as requests demands for registration or registrations effected pursuant to Section 2.2, 2.3 or 2.4.
(d) If the registration effected pursuant to this Section 1.22.13 is an underwritten offering then the provisions of Section 2.2(b) shall apply to such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) any Qualified Holder a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Qualified Holder or HoldersQualified Holders (an “S-3 Request”), the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; Holders of Registrable Securities; and
(b) use commercially reasonable efforts to effectefforts, as soon as practicable, to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Qualified Holder’s or Qualified Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.42.4:
(i) if Form S-3 is not available for such offering;offering by the Holders; provided, however, to the extent that registration on Form S-3 is not available for any reason at the time of any S-3 Request made by the Initiating Preferred F Holder, the Company shall, to the extent the Company shall fail to have such Form S-3 available for such offering within 60 days following such S-3 Request, use commercially reasonable efforts to effect such registration on Form S-1, subject to all other applicable requirements and limitations set forth herein;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than five million dollars ($3,000,000;5,000,000);
(iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the S-3 Initiating HoldersQualified Holder or Qualified Holders under this Section 2.4; provided, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a two or more registrations on Form S-3 for the Holders pursuant to this Section 2.4; provided, however, that the limitations in this Section 2.4(b)(iv) shall not apply to any S-3 Request made by the Initiating Preferred F Holder unless the Company has, within the twelve (12) month period preceding the date of such request, already effected (1) two or more registrations on Form S-3 for the Initiating Preferred F Holder pursuant to this Section 2.4; or (2) at least one registration on Form S-3 for the Initiating Preferred F Holder pursuant to this Section 1.4;2.4 and one registration on Form S-3 for any of the Holders in which the Initiating Preferred F Holder also participated;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or
(vi) during the period starting with the date if within thirty (30) days prior of receipt of a written request from a Qualified Holder or from Qualified Holders pursuant to this Section 2.4, the Company gives notice to such Qualified Holder or Qualified Holders of the Company’s good faith estimate of the date of the filing of and ending on intention to make a date public offering, other than pursuant to a Special Registration Statement within ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effectivedays.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Qualified Holders. Registrations effected pursuant to this Section 1.4 2.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.22.2.
(d) In addition, the Initiating Preferred F Holder shall have the right to require that the Company file registration statements, including a shelf registration statement, and if the Company is a well-known seasoned issuer, an automatic shelf registration statement provided such automatic shelf registration statement is then available for use by the Company, on Form S3 or any successor form under the Securities Act covering all or any part of their affiliates’ Registrable Securities, all subject to the applicable terms and conditions set forth in this Section 2.4.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section section 1.4:
(i) if Form S-3 is not available for such offeringoffering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3,000,0001,000,000;
(iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month 12)-month period;
(iv) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section Sections 1.2.
Appears in 1 contract
Form S-3 Registration. In case If at any time following the 548th day following the Effective Date, the Company shall receive from the Holders of at least twenty percent (20%) holding not less than a majority of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and
(b) use commercially reasonable efforts to effect, as soon as reasonably practicable, effect such registration (a "S-3 Registration") and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 1.4:
5.2, (i) if Form S-3 is not available to the Company for such offering;
, (ii) if the Holders, together with aggregate proceeds from the holders sale of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price proposed to the public (net of any underwriters’ discounts or commissions) of less than be sold pursuant to a Form S-3 registration statement will not exceed $3,000,000;
10,000,000, (iii) if, the Company has effected two S-3 Registrations pursuant to this Section 5.2, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been effective for an aggregate of ninety (90) calendar days, or until all Registrable Securities covered thereby have been sold, if earlier), or (iv) if the Holders propose to dispose of Registrable Securities that could be disposed of in a single ordinary brokerage transaction under the quantity limitation of Rule 144.
(c) Notwithstanding the foregoing, if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 5.2, a certificate signed by the Company’s President or Chief Executive Officer or Chairman of the Board of Directors Company stating that in the Board's good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such a registration statement to be effected at such timefiled in the near future, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once Holders specified in any twelve (12) month period;
(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a registration on Form S-3 pursuant to this Section 1.4;
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration5.2; provided, qualification or compliance; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 abovehowever, provided that the Company is actively employing may not utilize this right more than twice in good faith commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holdersany twelve-month period. Registrations effected pursuant to this Section 1.4 5.2 shall not be counted as requests demands for registration effected pursuant to Section 1.25.1, and in no event shall the Company be required to effect more than two (2) S-3 Registrations.
Appears in 1 contract
Sources: Stockholders Agreement (Warburg Pincus Private Equity Viii L P)
Form S-3 Registration. In case the Company shall receive from the any Holder or Holders of at least twenty not less than fifty percent (2050%) of the Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shallwill:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 90 days after receipt of such written notice from the Company; PROVIDED, provided, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:
: (i) if Form S-3 is not available for such offering;
offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than $3,000,000;
500,000; (iii) if the Company shall furnish to all the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board of Directors Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form S-3 registration statement for a period of not more than ninety (90) 90 days after receipt of the request of the S-3 Initiating HoldersHolder or Holders under this Section 1.4; PROVIDED, provided HOWEVER, that such right shall be exercised by the Company shall not utilize this right more than once in any twelve (12) month period;
; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected a one registration on Form S-3 for the Holders pursuant to this Section 1.4;
; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
or (vi) during the period starting with the date thirty ending one hundred eighty (30180) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following after the effective date of a Company-initiated registration statement subject to Section 1.3 above, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective1.3.
(c) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests demands for registration or registrations effected pursuant to Section 1.2Sections 1.2 or 1.3, respectively.
Appears in 1 contract